PLX Technology, Inc. Stockholders Litigation

Welcome to the PLX Technology, Inc. Stockholders Litigation Website

This website has been established to provide general information related to the proposed settlement of the PLX Technology, Inc. ("PLX" ) Stockholders Litigation. The capitalized terms used on this website, and not defined herein, shall have the same meanings ascribed to them in the Stipulation and Argeement of Partial Compromise, Settlement, and Release (the "Stipulation") dated August 17, 2016, which can be found and downloaded by clicking on the Case Documents tab above.

This is a securities class action currently pending before the Honorable J. Travis Laster in the Court of Chancery of the State of Delaware (the “Court”), and the consolidated action is known as In re PLX Technology, Inc. Stockholders Litigation, Consolidated C.A. No 9880-VCL. The Court has appointed the law firms of Robbins Geller Rudman & Dowd LLP and Milberg LLP as Plaintiffs' co-lead counsel in the Consolidated Action.

In accordance with the terms of the Stipulation and in consideration for the full and final settlement between the Settling Parties and the release of all Released Plaintiffs’ Claims by Plaintiffs and the Class, $14,125,000 in United States dollars shall be paid by or on behalf of the Remaining Settling Defendants, severally and not jointly, into an interest-bearing account established by Plaintiffs’ Counsel. The allocation of the Settlement Payment between the Remaining Settling Defendants is and shall remain confidential to the Plaintiffs and the Remaining Settling Defendants.

Background and Description of the Litigation

PLX is a semiconductor manufacturer focused on integrated circuits that perform system connectivity functions such as linking motherboard-mounted peripherals.

On June 23, 2014, PLX announced that it had entered into an agreement and plan of merger (the “Merger Agreement”) with Avago Technologies Wireless (U.S.A.) Manufacturing, Inc. (“Avago”) and Pluto Merger Sub, Inc. (“Pluto”), pursuant to which Avago was expected to acquire PLX via tender offer (the “Merger”) for $6.50 in cash per share of PLX common stock (the “Merger Consideration”).

On July 8, 2014, Avago commenced a tender offer to complete the Merger. On the same day, PLX filed a Schedule 14D-9 Solicitation/Recommendation Statement (the “14D-9”) with the United States Securities and Exchange Commission that, among other things, recommended that PLX stockholders tender their shares to Avago.

On June 27, 2014, plaintiff Boby Varghese commenced a class action in the Court against PLX, the Director Defendants, the Former Defendants, Avago, and Pluto, on behalf of himself and all others similarly situated, captioned Varghese v. PLX Technology, Inc., C.A. No. 9837-VCL (the “Varghese Action”). The complaint in the Varghese Action alleged that the Director Defendants, Domenik, and Colombatto (the “Individual Defendants”) breached their fiduciary duties in connection with the Merger and that PLX, Avago, and Pluto aided and abetted those breaches of fiduciary duty. The complaint in the Varghese Action sought, among other things, an injunction enjoining consummation of the Merger.

On June 27, 2014, plaintiff Roberta Feinstein commenced a class action in the Court against PLX, the Director Defendants, the Former Defendants, Avago, and Pluto, on behalf of herself and all others similarly situated, captioned Feinstein v. PLX Technology, Inc., C.A. No. 9839-VCL (the “Feinstein Action”). The complaint in the Feinstein Action alleged that the Individual Defendants breached their fiduciary duties in connection with the Merger and that PLX, Avago, Avago Technologies Ltd., and Pluto aided and abetted those breaches of fiduciary duty. The complaint in the Feinstein Action sought, among other things, an injunction enjoining consummation of the Merger.

On July 2, 2014, plaintiff David L. Price commenced a class action in the Court against PLX, the Director Defendants, the Former Defendants, Avago, and Pluto, on behalf of himself and all others similarly situated, captioned Price v. PLX Technology, Inc., C.A. No. 9853-VCL (the “Price Action”). The complaint in the Price Action alleged that the Individual Defendants breached their fiduciary duties in connection with the Merger and that PLX, Avago, and Pluto aided and abetted those breaches of fiduciary duty. The complaint in the Price Action sought, among other things, an injunction enjoining consummation of the Merger.

On July 14, 2014, Boby Varghese filed an amended complaint in the Varghese Action that, among other things, repeated the allegations in the initial complaint and added new factual allegations, including that the Individual Defendants breached their fiduciary duties of disclosure in connection with the Merger.

On July 14, 2014, plaintiffs Deborah Cox and Andrew Ellis commenced a class action in the Court against PLX, the Director Defendants, the Former Defendants, Avago, Pluto, and Potomac, on behalf of themselves and all others similarly situated, captioned Cox v. Avago Technologies Wireless (U.S.A.) Manufacturing, Inc., C.A. No. 9880-VCL (the “Cox and Ellis Action”). The complaint in the Cox and Ellis Action alleged that the Individual Defendants breached their fiduciary duties in connection with the Merger and that Avago, Pluto, and Potomac aided and abetted those breaches of fiduciary duty. The complaint in the Cox and Ellis Action sought, among other things, an injunction enjoining consummation of the Merger.

On July 14, 2014, plaintiff Teddy Cohn commenced a class action in the Court against PLX, the Director Defendants, the Former Defendants, Avago, and Pluto, on behalf of himself and all others similarly situated, captioned Cohn v. Salameh, C.A. No. 9881-VCL (the “Cohn Action”). The complaint in the Cohn Action alleged that the Individual Defendants breached their fiduciary duties in connection with the Merger and that PLX, Avago, and Pluto aided and abetted those breaches of fiduciary duty. The complaint in the Cohn Action sought, among other things, an injunction enjoining consummation of the Merger.

On July 21, 2014, the Court entered an order (i) consolidating the Varghese Action, the Feinstein Action, the Price Action, the Cox and Ellis Action, and the Cohn Action under the caption In re PLX Technology, Inc. Stockholders Litigation, Consolidated C.A. No. 9880-VCL (the “Consolidated Action”), (ii) adopting the complaint in the Cox and Ellis Action as the operative complaint in the Consolidated Action (the “Complaint”), (iii) appointing plaintiffs Andrew Ellis and Boby Varghese as co-lead plaintiffs, (iv) appointing the law firms of Robbins Geller Rudman & Dowd LLP and Milberg LLP as the Plaintiffs’ co-lead counsel in the Consolidated Action, and the law firm of Wilks, Lukoff & Bracegirdle LLC as Delaware liaison counsel, and (v) authorizing Plaintiffs’ co-lead counsel to coordinate the prosecution of all aspects of the Consolidated Action, including, among other things, the negotiation of a settlement, subject to the approval of Plaintiffs and the Court.

On July 22, 2014, the Court entered an order providing for expedited preliminary injunction proceedings and a preliminary injunction hearing on August 8, 2014. The order also provided for document productions from Raun and PLX, as well as the depositions of Raun and Salameh, and directed defendants to cooperate in scheduling a deposition with a representative of Deutsche Bank.

In July 2014, Plaintiffs deposed (i) Raun, PLX’s President, CEO, and a member of PLX’s board of directors (the “Board”) prior to the Merger, (ii) Salameh, Chairman of the Board prior to the Merger, and (iii) Thomas Cho, Deutsche Bank’s Co-Head of Technology Mergers and Acquisitions and a member of the Deutsche Bank team that represented PLX in connection with the Merger.

On July 31, 2014, Plaintiffs decided to forego their motion for a preliminary injunction and to instead pursue damages if the Merger closed.

On August 12, 2014, the Merger closed (the “Merger Date”).

On September 12, 2014, the Individual Defendants, with the exception of Singer (the “Individual Filing Defendants”), moved to dismiss the Complaint and moved to stay discovery pending the resolution of their motion to dismiss (the “Motion to Stay Discovery”). Potomac and Singer (together, the “Potomac Defendants”) joined in the Individual Filing Defendants’ motions. Avago and Pluto together moved to dismiss the Complaint and joined in the Motion to Stay Discovery.

On September 24, 2014, (i) the Individual Filing Defendants, and (ii) Avago and Pluto each filed briefs in support of their motions to dismiss the Complaint.

On September 25, 2014, the Potomac Defendants filed a brief in support of their motion to dismiss the Complaint. The Individual Filing Defendants and the Potomac Defendants together filed a brief in support of the Motion to Stay Discovery.

On October 31, 2014, Plaintiffs filed a brief in opposition to the Motion to Stay Discovery.

On October 31, 2014, Plaintiffs filed an amended complaint in the Consolidated Action that, among other things, repeated the allegations in the initial complaint, added new factual allegations, and added defendant Deutsche Bank (the “Amended Complaint”). The Amended Complaint alleged that Deutsche Bank aided and abetted the alleged breaches of fiduciary duties by the Individual Defendants.

On November 26, 2014, (i) the Individual Filing Defendants, (ii) the Potomac Defendants, (iii) Avago and Pluto, and (iv) Deutsche Bank each filed motions and supporting briefs to dismiss the Amended Complaint. The Individual Filing Defendants and the Potomac Defendants additionally filed a reply brief in support of the Motion to Stay Discovery.

On February 6, 2015, Plaintiffs filed oppositions to the various defendants’ motions to dismiss the Amended Complaint.

On March 13, 2015, (i) the Individual Filing Defendants, (ii) the Potomac Defendants, and (iii) Avago and Pluto separately filed replies to Plaintiffs’ February 6, 2015 oppositions to their various motions to dismiss the Amended Complaint.

On March 16, 2015, Deutsche Bank filed a reply to Plaintiffs’ February 6, 2015 opposition to its motion to dismiss the Amended Complaint.

On April 15, 2015, the Court held a hearing on the motions to dismiss brought by the Individual Filing Defendants, the Potomac Defendants, Avago, Pluto, and Deutsche Bank.

On September 3, 2015, the Court dismissed Avago, Pluto, and the Former Defendants from the Consolidated Action but denied the motions to dismiss as they related to the Director Defendants, Potomac, and Deutsche Bank (the “Remaining Defendants”).

On October 30, 2015, the Remaining Defendants answered the Amended Complaint.

On January 8, 2016, Plaintiffs and the Remaining Defendants participated in mediation with Robert A. Meyer of Loeb & Loeb LLP serving as the mediator. At Plaintiffs’ request, Deutsche Bank and Avago produced certain documents related to the valuation of PLX in advance of the mediation.

Between January 8, 2016 and June 10, 2016, Plaintiffs’ Counsel and Settling Defendants’ Counsel engaged in extensive arm’s-length discussions and negotiations regarding a potential resolution of the claims asserted in the Consolidated Action.

The Partial Settlement set forth herein reflects the results of the Settling Parties’ negotiations. An agreement was reached only after arm’s-length negotiations between the Settling Parties, all of whom were represented by counsel with extensive experience and expertise in stockholder class action litigation, who were well-informed regarding the strengths and weaknesses of their respective claims and defenses. Counsel for the Settling Parties have concluded that the terms contained in the Stipulation are fair and adequate to the Settling Defendants and the Class, and that it is reasonable to partially settle the Consolidated Action based upon the procedures, the substantial benefits, and the protections contained therein. In connection with settlement discussions and negotiations, counsel for the Settling Parties to the Consolidated Action did not negotiate the amount of any application by Plaintiffs’ Counsel for an award of attorneys’ fees and expenses.

On August 17, 2016, the Settling Parties entered into the Stipulation setting forth the terms of the Partial Settlement.

On August 22, 2016, the Court entered the Scheduling Order providing for, among other things, the preliminary certification of the Class, the scheduling of the Settlement Hearing, and the mailing of the Notice to the Class.

Additional Information

The Class Period is defined as June 23, 2014 to August 12, 2014, inclusive.